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Washington, D.C. 20549








Date of Report (Date of earliest event reported): November 27, 2023


Direct Digital Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware   001-41261   87-2306185
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


1177 West Loop South, Suite 1310
Houston, Texas
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (832) 402-1051


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class   Trading
  Name of each exchange
on which registered
Class A common stock, par value $0.001 per share   DRCT   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) (§240.12b-2 of this chapter).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 1.01 Entry into a Material Definitive Agreement.


On November 27, 2023, Direct Digital Holdings, Inc. (the “Company”) entered into that certain Second Amendment (the “Amendment”) to the Credit Agreement, dated July 7, 2023 (the “Existing Credit Agreement”), by and among East West Bank (“EWB”), as lender, and Direct Digital Holdings, LLC, the Company, Huddled Masses LLC, Colossus Media, LLC and Orange142, LLC, as borrowers (collectively, “Borrowers”). Under the terms of the Amendment, pursuant to Section 2.07 of the Existing Credit Agreement, Borrowers have requested and EWB has agreed to increase the aggregate size of the revolving facility from $5,000,000 to $10,000,000. Accordingly, the new commitment under the Existing Credit Agreement means that EWB is obligated to make available revolving credit advances in an aggregate principal amount up to but not exceeding $10,000,000.


The foregoing description of the Amendment is not complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits




Exhibit No.   Description
10.1   Second Amendment to Credit Agreement, dated November 27, 2023, by and among Direct Digital Holdings, Inc., Direct Digital Holdings, LLC, Colossus Media, LLC, Huddled Masses LLC, and Orange142, LLC, as borrowers, and East West Bank, as lender.
104   Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


November 30, 2023


Direct Digital Holdings, Inc.



/s/ Mark Walker


Mark Walker

Chief Executive Officer